Chipotle 2008 Annual Report Download - page 96

GRANTS OF PLAN-BASED AWARDS IN 2008
Name
Approval
Date(1)
Grant
Date(1) Award Description
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(2)
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards(3)Threshold Target Maximum
Steve
Ells . . 2/20/08 5/21/08 SOSARs(4) 90,500 $102.65 $2,308,655
2/20/08 5/21/08 Performance Shares(4) 41,600 $3,634,176
2/20/08 2/20/08 AIP $0 $1,000,000 $2,040,000
5/21/08 5/21/08 Performance-Contingent
Restricted Stock(4) 55,000 — (5)
Monty
Moran 2/20/08 5/21/08 SOSARs(4) 66,000 $102.65 $1,683,660
2/20/08 5/21/08 Performance Shares(4) 30,400 $2,655,744
2/20/08 2/20/08 AIP $0 $ 510,000 $1,040,400
5/21/08 5/21/08 Performance-Contingent
Restricted Stock(4) 30,000 — (5)
Jack
Hartung 2/20/08 5/21/08 SOSARs(4) 31,700 $102.65 $ 808,667
2/20/08 5/21/08 Performance Shares(4) 15,000 $1,310,400
2/20/08 2/20/08 AIP $0 $ 297,500 $ 606,900
5/21/08 5/21/08 Performance-Contingent
Restricted Stock(4) 20,000 — (5)
Bob
Wilner 2/20/08 5/21/08 SOSARs(4) 15,000 $102.65 $ 382,650
2/20/08 5/21/08 Performance Shares(4) 7,500 $ 655,200
2/20/08 2/20/08 AIP $0 $ 195,000 $ 397,800
5/21/08 5/21/08 Performance-Contingent
Restricted Stock(4) 15,000 — (5)
Bob
Blessing 2/20/08 5/21/08 SOSARs(4)
14,000 $102.65
$ 357,140
2/20/08 5/21/08 Performance Shares(4) 5,500 $ 480,480
2/20/08 2/20/08 AIP $0 $ 150,000 $ 306,000
Rex
Jones .
2/20/08 5/21/08 SOSARs(4) 12,000 $102.65 $ 306,120
2/20/08 5/21/08 Performance Shares(4) 5,500 $ 480,480
2/20/08 2/20/08 AIP $0 $ 142,500 $ 290,700
(1) Equity-based awards to each officer for 2008, other than the performance-contingent restricted stock awards, were made subject to
shareholder approval of the Amended and Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan. The Compensation
Committee authorized the grants on February 20, 2008, subject to shareholder approval. Applicable accounting rules stipulate that the
“Grant Date” is the date on which shareholder approval was obtained, which was May 21, 2008.
The awards of performance-contingent restricted stock were made on May 21, 2008 following shareholder approval of the Amended and
Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan.
(2) Each officer was entitled to a cash award to be paid under our Amended and Restated 2006 Cash Incentive Plan, although as a matter of
practice the Compensation Committee exercises discretion to pay each executive officer a lesser amount determined under the AIP as
described under “Compensation Discussion and Analysis—Components of Compensation—Annual Incentives,” as adjusted in the
committee’s discretion when determined to be appropriate. Amounts under Threshold reflect the terms of the AIP as approved at the
beginning of 2008. The committee approved adjustments to the AIP calculations following the conclusion of the year as described above
under “Compensation Discussion and Analysis—Discussion of Executive Officer Compensation Decisions—Annual Incentives.”
Because the committee approved these adjustments in connection with approval of the final AIP results and payouts, there was no
minimum bonus amount associated with the adjusted AIP terms. Amounts under Target reflect the target AIP bonus, which would have
been paid to the executive officer if each of the company performance factor, team performance factor and individual performance factor
under the AIP had been set at 100 percent. Amounts under Maximum reflect the AIP bonus which would have been payable had each of
the company performance factor, team performance factor and individual performance reached the caps set by the Compensation
Committee.
(3) See Note 5 to our financial statements for the year ended December 31, 2008, which are included in our Annual Report on Form 10-K
filed with the SEC on February 19, 2009, for descriptions of the methodologies and assumptions we use to value SOSAR awards
pursuant to FAS 123R.
(4) All equity awards are denominated in shares of Class A common stock, and are granted under the Amended and Restated Chipotle
Mexican Grill, Inc. 2006 Stock Incentive Plan. The terms of the awards are described above under “Compensation Discussion and
Analysis—Discussion of Executive Officer Compensation Decisions—Long-Term Incentives—Option, Performance Share and
Performance-Contingent Restricted Stock Grants during 2008.”
(5) The shares of performance-contingent restricted stock were awarded to replace shares of time-vested restricted stock granted during
2007, which were cancelled in connection with the performance-contingent restricted stock awards. For accounting purposes, the award
of the performance-contingent restricted stock is treated as a modification of the original restricted stock grant. These awards are not
required under SEC rules to be presented in this table, but are being presented for purposes of clarity and to reflect all of the equity-based
compensation decisions made by the Compensation Committee during 2008. There was no incremental value associated with the award
of the performance-contingent restricted stock.
33
Proxy Statement